Robert Jackson, architect of political spending petition, nominated to SEC

President Trump has nominated Robert Jackson to be a member of the Securities and Exchange Commission for the remainder of a five-year term expiring June 5, 2019.

Jackson is a professor at Columbia Law School and director of its program on corporate law and policy. His academic work focuses on corporate governance and the use of advanced data science techniques to improve transparency in securities markets.

A White House statement notes that Jackson’s career has spanned the public and private sectors. He served as a senior advisor at the Department of the Treasury during the financial crisis, assisting Kenneth Feinberg in his work as special master for TARP Executive Compensation, and previously worked as a lawyer in private practice.

Jackson holds two bachelor's degrees from the University of Pennsylvania, an M.B.A. in Finance from the Wharton School of Business, a master’s degree from Harvard’s Kennedy School of Government, and a law degree from Harvard Law School. Born in the Bronx, New York, he currently lives in New York City.

On July 18, President Trump announced the nomination of Hester Maria Peirce of Ohio to serve on the Securities and Exchange Commission for the remainder of a five-year term expiring June 5, 2020. Peirce is a Republican; Jackson will fill the seat traditionally occupied by the president’s opposition party.

Jackson may be best known to SEC watchers as one of the professors who spearheaded a campaign, and petition for rulemaking, seeking the disclosure of political contributions by public companies.

In a 2013 interview with Compliance Week, Jackson stressed that any SEC rule or proxy vote is not meant to stifle free speech or political activity, some of which can be in a company's best interest. “What investors are asking for is not to limit political spending, or to prohibit it, but to just understand it,” he says. “Indeed, Justice Kennedy in the Citizens United decision said we don't have to be worried about corporations spending money on politics because the mechanics of corporate governance will allow investors to check corporate spending on politics.”

In a recent research paper, “Shining Light on Corporate Political Spending,” Harvard Professor Lucian Bebchuk and Jackson outlined some of what they expect the SEC will have to address as it proceeds with rulemaking. First, it will need to determine the types of political spending covered by a rule and which public companies will be subject to it. Should smaller companies be exempted from the rules, for example, or is a scaled disclosure requirement warranted?

Jackson said the SEC should consider a de minimis exception, “which would appropriately balance the benefits of disclosing corporate spending on politics with the costs of disclosing very small amounts of spending that are unlikely to be important to investors.”

Another question: How often should public companies disclose political spending to investors? Reporting too often “would be disruptive and costly for many firms,” while too infrequently would make disclosures “ineffective for purposes of transparency and accountability,” Jackson said. He suggested requiring disclosure in the proxy statement provided to shareholders prior to annual meetings.